U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
DC




20549




FORM
10-Q/A




(Amendment
No. 2)




/X/
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED March 31,
2008




/
      /
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




Commission
file number: 001-32134




Z TRIM
HOLDINGS, INC.


(Exact
Name of Small Business Issuer as Specified in Its Charter)




ILLINOIS
            36-4197173(State
      or Other Jurisdiction of
              Incorporation
      or Organization)
            (I.R.S.
      Employer
              Identification
      No.)




1011
CAMPUS DRIVE, MUNDELEIN, ILLINOIS 60060


(Address
of Principal Executive Offices)




(847)
549-6002


(Issuer's
Telephone Number, Including Area Code)






Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes /X/ No / /




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes / / No /X/




The
registrant has a single class of common stock, par value $.00005 per share, of
which there were 75,056,375 shares issued and outstanding as of May 10,
2008.




Transitional
Small Business Disclosure Format (Alternative 2): Yes / / No
/X/


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Explanatory
Note




This
abbreviated amended Quarterly Report on Form 10-Q is being filed to correct the
certifications made pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
attached as Exhibits 31.




SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized as of September 15, 2008.




Z TRIM HOLDINGS, INC.By:
              /s/ Steven
      J. CohenSteven
      J. CohenDirector
      and Chief Executive Officer




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities as of
September 15, 2008.




/s/
Steven J. Cohen





Steven J.
Cohen


Director
and Chief Executive Officer


(principal
executive officer)




/s/ Brian
Chaiken


Brian
Chaiken


Chief
Financial Officer


(principal
financialor
accounting officer)




2




INDEX
OF EXHIBITS






Exhibit
      No.
            Description31.1
            Statement
      Under Oath of Principal Executive Officer of the Company pursuant to
      Section 302 of Sarbanes-Oxley Act of
2002.




31.2
            Statement
      Under Oath of Principal Financial Officer of the Company pursuant to
      Section 302 of Sarbanes-Oxley Act of
2002.




32.1
            Statement
      Under Oath of Principal Executive Officer of the Company pursuant to
      Section 906 of Sarbanes-Oxley Act of
2002.




32.2
            Statement
      Under Oath of Principal Financial Officer of the Company pursuant to
      Section 906 of Sarbanes-Oxley Act of
2002.





















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